GUARANTY

EXHIBIT 4.15

GUARANTY

               GUARANTY, dated as of February 9, 2007 (this “ Guaranty ”), made by each of the undersigned (each, together with each other Person who becomes a party to this Guaranty by execution of a joinder in the form of Exhibit A attached hereto, a “ Guarantor ” and, collectively, the “ Guarantors ”), in favor of Prencen Lending LLC, a Delaware limited liability company (“ Prencen ”), Watershed Capital Partners, L.P., a Delaware limited partnership, and Watershed Capital Institutional Partners, L.P., a Delaware limited partnership (together, “ Watershed ”, and together with Prencen, the “ Lenders ” and each, a “ Lender ”).

W I T N E S S E T H :

                WHEREAS, Ascendia Brands, Inc., a Delaware corporation (the “ Company ”) has authorized a new series of secured convertible notes of the Company to be issued in accordance with the Securities Purchase Agreement (as defined below);

                WHEREAS, contemporaneously herewith, the Company, Prencen and the other buyers identified on the signature pages thereof are entering into that certain Third Amended and Restated Securities Purchase Agreement of even date herewith (the “ Prencen Securities Purchase Agreement ”), which will amend and restate the Second Amended and Restated Securities Purchase Agreement, and pursuant to which the Company will redeem $15,000,000 in aggregate principal amount of the Amended Note (as defined in the Prencen Securities Purchase Agreement) and the remaining $76,000,000 in principal amount of the Amended Note will be surrendered to the Parent and cancelled and a new note (the “Prencen Note”) will be issued by the Parent to Prencen in the amount of $76,000,000;

                WHEREAS, contemporaneously herewith, the Company has agreed, upon the terms and subject to the conditions set forth in that certain Securities Purchase Agreement of even date herewith (the “ Watershed Securities Purchase Agreement ”, together with the Prencen Securities Purchase Agreement, individually and collectively, the “ Securities Purchase Agreement ”), by and among the Company and Watershed, to issue and sell to Watershed, a new series of secured convertible notes (collectively, the “ Watershed Note ”, and together with the Prencen Note, individually and collectively, the “ Secured Note ”) in the aggregate amount of $10,000,000;

               WHEREAS, as a condition to the Lenders acquiring the Secured Note, the Lenders require that each of the Guarantors enter into this Guaranty, and each of the undersigned Guarantors has determined that its execution, delivery and performance of this Guaranty directly benefits, and are within the company purposes and in the best interests of, such Guarantor.

               NOW, THEREFORE, in consideration of the premises and the agreements herein each Guarantor hereby agrees with the Lenders as follows:

               SECTION 1.  Definitions and Construction . Reference is hereby made to the Secured Note for a statement of the terms thereof. All terms used in this Guaranty that are defined in the Secured Note and not otherwise defined herein shall have the same meanings herein as set forth therein. In addition to those terms defined elsewhere in this Agreement, as used in this Agreement, the following terms shall have the following meanings:

                “ Collateral ” has the meaning specified therefor in the Security Agreement.

                “ Material Adverse Effect ” has the meaning specified therefor in Securities Purchase Agreement.

                “ Required Lender Group ” has the meaning specified therefor in the Security Agreement.

               SECTION 2. The Guaranty

               (a)       Guaranty of Guaranteed Obligations . Each Guarantor jointly and severally with each other and any subsequent guarantor hereby (i) unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, the due and punctual payment in full when due to a Lender, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all of the Obligations of the Company to such Lender, now or hereafter existing under any Transaction Document, whether for principal, interest (including, without limitation, all capitalized interest and all interest that accrues after the commencement of any proceeding commenced by or against any Loan Party under any provision of the United States Bankruptcy Code or under any other bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, or extensions generally with creditors, or proceedings seeking reorganization, arrangement or other similar relief (each such proceeding, an “ Insolvency Proceeding ”), irrespective of whether a claim therefor is allowed in such Insolvency Proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Company, being the “ Guaranteed Obligations ”), and (ii) agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by any of the Lenders or the Collateral Agent in enforcing any of their rights under this Guaranty. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to a Lender under the applicable Transaction Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Company.

               (b)       Limitation on Amount Guaranteed; Contribution by Guarantors. Anything contained in this Guaranty to the contrary notwithstanding, if any Fraudulent Transfer Law (as defined below) is determined by a court of competent jurisdiction to be applicable to the obligations of any Guarantor under this Guaranty, such obligations of such Guarantor hereunder shall be limited to a maximum aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any applicable provisions of comparable state law (collectively, the “ Fraudulent Transfer Laws ”), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor, (x) in respect of intercompany Indebtedness to any other Guarantor, the Company or their Affiliates to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by

2

such Guarantor hereunder and (y) under any guaranty of any subordinated Indebtedness which guaranty contains a limitation as to maximum amount similar to that set forth in this Section 2(b), pursuant to which the liability of such Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount).

          SECTION 3. Guaranty Absolute; Continuing Guaranty; Assignments .

          (a)     Each Guarantor absolutely and unconditionally, jointly and severally with each other and any subsequent guarantor hereby guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lenders with respect thereto. The obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce such obligations, irrespective of whether any action is brought against the Company or any other Guarantor (each a “ Loan Party ” and together the “ Loan Parties ”) or whether any Loan Party is joined in any such action or actions. In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees as follows; provided , that nothing contained herein shall amend, contradict or alter any rights or obligations that any Guarantor, the Company or any Lender may have under the Secured Note or related documents or any term or provision thereof:

                     (i)     This Guaranty is a guaranty of payment when due and not of collectibility.

                     (ii)     With the consent of the Required Lender Group, the Lenders and/or the Collateral Agent (on behalf of the Lenders) may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default under the Secured Note notwithstanding the existence of any dispute between the Company and any Lender with respect to the existence of such Event of Default.

                     (iii)     Payment by any Guarantor of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any Guarantor’s liability for any portion of the Guaranteed Obligations which has not been paid. Without limiting the generality of the foregoing, if any Lender is awarded a judgment in any suit brought to enforce any Guarantor’s covenant to pay a portion of the Guaranteed Obligations, such judgment shall not be deemed to release such Guarantor from its covenant to pay the portion of the Guaranteed Obligations that is not the subject of such suit, and such judgment shall not, except to the extent satisfied by such Guarantor, limit, affect, modify or abridge any other Guarantor’s liability hereunder in respect of the Guaranteed Obligations.

                     (iv)     Should a Guarantor (other than Lander Co. Canada Limited or Cenuco, Inc.) become insolvent, fail to pay its debts generally as they become due, voluntarily seek, consent to, or acquiesce in the benefits of any debtor relief law or become a party to or be made the subject of any proceeding provided for by any debtor relief law (other than as a creditor or claimant) that could suspend or otherwise adversely affect the rights of the Lenders hereunder, then, the Guaranteed Obligations shall be, as between such Guarantor and the Lenders, a fully matured, due, and payable obligation of the Guarantor to the Lenders, payable in full by the

3

Guarantor to the Lenders upon demand, which obligations shall be an amount equal to the estimated amount owing in respect of the contingent claim created hereunder as reasonably estimated by the Lenders unless the petition or application described above which was filed or commenced against the Guarantor is dismissed within 60 days from the date of filing.

               (b)      The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, any defenses it may now or hereafter have in any way relating to, any or all of the following:

                     (i)     any illegality or lack of validity or enforceability of the Guaranteed Obligations, any Transaction Document or any agreement or instrument relating thereto;

                     (ii)     any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other rescission, amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or otherwise;

                     (iii)     any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations;

                     (iv)     the existence of any claim, set-off, defense or other right that the Guarantors may have at any time against any Person, including, without limitation, the Lenders;

                     (v)     any change, restructuring or termination of the corporate or company structure or existence of any Loan Party;

                     (vi)     any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Transaction Documents, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guaranteed Obligations;

                     (vii)     the application of payments received from any source (other than payments received pursuant to the Transaction Documents or from the proceeds of any security for the Guaranteed Obligations, except to the extent such security also serves as collateral for Indebtedness other than the Guaranteed Obligations) to the payment of Indebtedness other than the Guaranteed Obligations, even though any Lender might have elected to apply such payment to any part or all of the Guaranteed Obligations; or

                     (viii)      any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Lenders that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety other than payment in full of all Guaranteed Obligations.

4

This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Lenders or any other Person upon the insolvency, bankruptcy or reorganization of any Loan Party or otherwise, all as though such payment had not been made.

               (c)      This Guaranty is a continuing guaranty and shall (i) remain in full force and effect until the cash payment in full of all of the Guaranteed Obligations and all other amounts payable under this Guaranty, (ii) be binding upon each Guarantor, its successors and assigns and (iii) inure to the benefit of and be enforceable by each Lender (subject to the limitations set forth in the Transaction Documents) and its permitted successors, pledgees, transferees and assigns. Without limiting the generality of the foregoing clause (iii), except as otherwise provided in the Transaction Documents, any Lender may pledge, assign or otherwise transfer all or any portion of its rights and obligations under the Secured Note or any Transaction Document (including, without limitation, all or any portion of the Obligations owing to it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as provided in the Secured Note and Transaction Documents.

               SECTION 4. Waivers . Each Guarantor hereby waives (i) promptness and diligence, (ii) notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Lenders exhaust any right or take any action against any Loan Party or any other Person or any Collateral, (iii) any right to compel or direct any Lender to seek payment or recovery of any amounts owed under this Guaranty from any one particular fund or source or to exhaust any right or take any action against any other Loan Party or any other Person or any Collateral, (iv)  any requirement that any Lender protect, secure, perfect or insure any security interest or Lien on any property subject thereto, or exhaust any right or take any action against any Loan Party or any other Person or any Collateral and (v) any other defense available to any Guarantor. Each Guarantor agrees that the Lenders shall have no obligation to marshall any assets in favor of such Guarantor or against, or in payment of, any or all of the Obligations. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated herein and in the Secured Note and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefits. Each Guarantor hereby waives any right to revoke this Guaranty, and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.

               SECTION 5. Subrogation; Subordination of Other Obligations .

               (a)      No Guarantor will exercise any rights that it may now or hereafter acquire against any Loan Party or any other guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under this Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Lenders against any Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of

5

such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to